Terms & Conditions
TOOTLE WORKS LTD
BUSINESS TERMS AND CONDITIONS
Version:January 2026
These Terms and Conditions govern the supply of marketing, advertising, website, consultancy and associated services by Tootle Works Ltd.
1. Who we are
1.1 We are Tootle Works Ltd, a company registered in England and Wales, referred to in these Terms as “Tootle Works”, “we”, “us” or “our”.
1.2 Our registered office and correspondence address is:
Tootle Works Ltd
Dragon Coworking
7–8 New Road Avenue
Chatham
Kent
ME4 6BB
1.3 Our registered office is not a public-facing office, retail premises or walk-in customer service location.
1.4 Attendance at our registered office is strictly by prior appointment confirmed by us in writing.
1.5 Clients, prospective clients, suppliers and other visitors must not attend our registered office without a confirmed appointment.
1.6 The appointment-only restriction does not prevent formal documents, notices, post or deliveries from being sent or delivered to our registered office.
1.7 The person, company or organisation purchasing services from us is referred to in these Terms as the “client”, “you” or “your”.
1.8 These Terms apply where you purchase our services wholly or mainly for purposes connected with your trade, business, craft or profession.
1.9 By entering into the Agreement, you confirm that:
(a) you are acting as a business;
(b) you have authority to enter into the Agreement; and
(c) the services are being purchased for business purposes.
2. The Agreement
2.1 We will normally begin by discussing your requirements and how we may be able to assist you.
2.2 We may then provide a written proposal, quotation, order form, statement of work or email setting out:
(a) the services we will provide;
(b) the applicable fees;
(c) the anticipated start date;
(d) any specific deliverables;
(e) any special conditions; and
(f) any other relevant details.
This document or communication is referred to as the “Proposal”.
2.3 When you ask us to provide services, you are making an offer to purchase those services in accordance with the Proposal and these Terms.
2.4 The agreement between us is formed when any of the following first occurs:
(a) you accept the Proposal in writing;
(b) you sign an order form or agreement;
(c) we confirm your instruction in writing;
(d) you pay an invoice relating to the services;
(e) you provide access, information or materials so that work can begin; or
(f) you instruct or permit us to begin work.
2.5 The Proposal and these Terms together form the “Agreement”.
2.6 If you instruct us to begin work without signing these Terms, you will still be treated as having accepted and agreed to be bound by them.
2.7 Marketing materials, website content, social media posts, case studies and general statements about our services do not form part of the Agreement unless expressly incorporated into the Proposal.
2.8 The Agreement replaces all previous discussions, correspondence, representations, understandings and arrangements relating to the services.
2.9 If there is a conflict between the Proposal and these Terms, the Proposal will take priority to the extent of that conflict.
2.10 Any special term in the Proposal will apply only to the services covered by that Proposal.
3. Commencement and term
3.1 We will begin providing the services on the date specified in the Proposal or otherwise agreed in writing.
3.2 Unless expressly stated otherwise in the Proposal, ongoing services are provided on a month-to-month rolling basis.
3.3 Ongoing services may include:
(a) search engine optimisation;
(b) local SEO;
(c) generative and AI-search optimisation;
(d) social media management;
(e) paid advertising management;
(f) Google Business Profile management;
(g) website maintenance;
(h) hosting;
(i) content creation;
(j) email marketing;
(k) consultancy; and
(l) other recurring marketing services.
3.4 A month-to-month Agreement does not commit the client to a fixed minimum term beyond the first monthly service period.
3.5 The client may terminate a month-to-month Agreement in accordance with clause 17.
3.6 A notice to terminate does not operate retrospectively and does not remove the client’s responsibility to pay fees relating to:
(a) services already provided;
(b) the notice period;
(c) work already scheduled or undertaken;
(d) approved advertising expenditure;
(e) committed third-party costs; or
(f) any other outstanding amount.
3.7 Website design, website development and other one-off projects are provided on a project-by-project basis and are not month-to-month services.
3.8 A fixed minimum term will apply only where the Proposal clearly and expressly identifies:
(a) the length of the fixed term;
(b) the applicable fees; and
(c) any early termination conditions.
3.9 An SEO guarantee period does not, by itself, create a fixed-term contract.
4. Our services
4.1 We will provide the services described in the Proposal with reasonable care and skill.
4.2 We will use reasonable efforts to meet anticipated timescales, but unless expressly agreed otherwise in writing, all completion and delivery dates are estimates.
4.3 A delay will not automatically entitle you to:
(a) terminate the Agreement;
(b) withhold payment;
(c) receive a refund or discount; or
(d) claim compensation.
4.4 Our normal office hours are Monday to Friday, 9:00am to 6:00pm, excluding public holidays in England.
4.5 Responses or services outside normal office hours are at our discretion.
4.6 Unless agreed otherwise, we will provide the services remotely.
4.7 Meetings may take place:
(a) online;
(b) by telephone;
(c) at an agreed third-party location;
(d) at the client’s premises; or
(e) at our registered office by prior written appointment only.
4.8 Where you ask us to attend your premises or another location, additional travel, accommodation or attendance fees may apply.
4.9 We may use employees, freelancers, consultants, subcontractors and other carefully selected third parties to provide some or all of the services.
4.10 We remain responsible for managing the services we have agreed to provide, but we are not responsible for the independent acts or failures of third-party platforms or providers outside our reasonable control.
4.11 We may determine the working methods, tools, processes, personnel and sequence used to provide the services.
4.12 We may make reasonable changes to our working methods where those changes do not materially reduce the services agreed in the Proposal.
5. Client responsibilities
5.1 You agree to:
(a) provide complete, accurate and current information;
(b) cooperate with us in connection with the services;
(c) provide decisions, instructions and approvals within reasonable timescales;
(d) provide all content, photographs, branding and other materials we reasonably require;
(e) provide access to websites, accounts, systems, platforms and premises where required;
(f) maintain the licences, permissions, subscriptions and consents required for the services;
(g) notify us promptly of changes that may affect the services;
(h) ensure that anyone acting on your behalf has authority to give us instructions;
(i) comply with applicable laws, regulations and platform policies; and
(j) pay all invoices and third-party costs when due.
5.2 You are responsible for checking that information you provide is correct and suitable for publication.
5.3 Unless we have expressly agreed to approve content on your behalf, you must approve content before publication.
5.4 You must ordinarily provide requested information or approval at least seven days before a relevant publication date or deadline.
5.5 Larger campaigns, launches and events may require at least one month’s advance notice.
5.6 We are not responsible for delays, reduced performance, missed deadlines or additional costs caused by:
(a) missing or incorrect information;
(b) delayed approvals;
(c) delayed access;
(d) changes requested by you;
(e) failures by your employees, contractors or suppliers; or
(f) any other act or omission by you.
5.7 Where your delay prevents us from completing scheduled work during a particular month, the monthly fee will remain payable.
5.8 We may reschedule delayed work, but we are not required to carry unused monthly capacity into a future month.
5.9 You warrant that any content, information or materials you provide:
(a) are accurate;
(b) may lawfully be used by us;
(c) do not infringe another person’s rights;
(d) are not defamatory, misleading or unlawful; and
(e) comply with relevant advertising and platform requirements.
6. Proposals and scope
6.1 We will provide the services expressly set out in the Proposal.
6.2 Work not expressly included in the Proposal is outside the agreed scope.
6.3 Work outside the agreed scope may include:
(a) additional website pages;
(b) additional revisions;
(c) emergency or urgent work;
(d) website migration;
(e) coding or development;
(f) photography or video production;
(g) extensive content rewriting;
(h) account recovery;
(i) platform appeals;
(j) legal or regulatory advice;
(k) website repair work;
(l) historical account clean-up; and
(m) work arising from changes made by you or another supplier.
6.4 Where additional work is required, we may:
(a) issue an additional quotation;
(b) issue a revised Proposal;
(c) charge our applicable hourly rate; or
(d) decline the additional work.
6.5 We are not required to begin additional work until the additional fees and scope have been agreed in writing.
6.6 Consultancy and work outside an agreed package may be charged at our then-current hourly rate.
6.7 Unless otherwise stated, our standard consultancy rate is £75 plus VAT per hour.
7. Changes to services
7.1 Requests to change the services must be made in writing.
7.2 A change may affect:
(a) fees;
(b) delivery dates;
(c) available resources;
(d) campaign performance;
(e) deliverables; and
(f) the conditions or availability of any guarantee.
7.3 A change will not take effect until confirmed by us in writing.
7.4 You may request an upgrade or downgrade to a monthly package by providing at least 30 days’ written notice.
7.5 We may permit a package change with less notice at our discretion.
7.6 A reduction in requested services will not necessarily result in a proportionate reduction in fees.
7.7 Where resources, software, advertising inventory or third-party services have already been reserved or purchased, you will remain responsible for the related costs.
7.8 Requests under this clause must be sent to hello@tootleworks.com.
8. Fees and VAT
8.1 The fees will be stated in the Proposal or otherwise agreed in writing.
8.2 Unless expressly stated otherwise, all prices exclude VAT. VAT will be added at the applicable rate.
8.3 Additional fees may apply for:
(a) work outside the agreed scope;
(b) travel;
(c) accommodation;
(d) urgent work;
(e) work outside normal office hours;
(f) third-party software;
(g) advertising costs;
(h) stock images;
(i) domain names;
(j) hosting;
(k) plugins; and
(l) other external expenses.
8.4 We may require you to approve third-party costs before they are incurred.
8.5 We may increase recurring fees by giving at least 30 days’ written notice.
8.6 We may increase recurring fees annually by up to 8% without requiring a new Agreement.
8.7 A larger increase may be applied where:
(a) the scope has increased;
(b) third-party costs have increased;
(c) the complexity or risk of the services has increased; or
(d) the original fee is no longer commercially sustainable.
8.8 Where a larger increase applies, we will notify you before it takes effect.
9. Payment
9.1 Unless we expressly agree otherwise in writing, recurring services are invoiced and payable monthly in advance.
9.2 The first invoice must ordinarily be paid before we begin providing the services.
9.3 Unless another payment date is stated on the invoice, invoices must be paid in full within seven days of the invoice date.
9.4 Payment must be made:
(a) in cleared funds;
(b) without deduction or withholding;
(c) without set-off or counterclaim, except where required by law; and
(d) to the bank account or payment provider nominated by us.
9.5 We may ask you to provide payment card or direct debit details before services begin.
9.6 By providing payment details, you authorise us or our payment provider to take payments when they fall due.
Payment in arrears
9.7 We may, at our sole discretion, permit a client to pay in arrears or on alternative payment terms.
9.8 Permission to pay in arrears:
(a) is an exception to our standard advance-payment terms;
(b) applies only to the invoice or period expressly agreed;
(c) does not create a permanent right to pay in arrears;
(d) does not amend the payment terms for future services unless we confirm this in writing; and
(e) does not waive any right under the Agreement.
9.9 Where we permit payment in arrears, you remain responsible for all services performed, time spent and costs incurred during the relevant period.
9.10 We may withdraw permission to pay in arrears at any time and require:
(a) all outstanding invoices to be paid; and
(b) the next monthly payment to be made in advance,
before we continue providing services.
Late payment
9.11 Time for payment is of the essence.
9.12 If an invoice is not paid when due, we may:
(a) suspend all or part of the services;
(b) delay publication or delivery;
(c) pause campaigns;
(d) withhold deliverables;
(e) restrict access to services we provide;
(f) require future payment in advance; or
(g) terminate the Agreement.
9.13 Where applicable, we may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts legislation.
9.14 Where statutory interest does not apply, we may charge interest at 4% per year above the Bank of England base rate, calculated daily from the due date until payment.
9.15 We may charge an administration fee of up to £50 for managing a missed or materially late payment, together with reasonable recovery costs exceeding that amount.
9.16 You will not be entitled to a refund, credit, extension or reduction in fees for a period during which services are suspended because of late payment or another breach by you.
9.17 An invoice will be treated as accepted unless you raise a genuine and detailed written dispute within 14 days of the invoice date.
9.18 Raising a dispute about part of an invoice does not entitle you to withhold payment of an undisputed amount.
10. Google Ads and paid advertising
10.1 We may provide management services for advertising platforms including:
(a) Google Ads;
(b) Microsoft Advertising;
(c) Meta Ads;
(d) LinkedIn Ads;
(e) TikTok Ads; and
(f) other agreed advertising platforms.
10.2 Our management fee is separate from the advertising budget unless the Proposal expressly states otherwise.
10.3 You are solely responsible for:
(a) all payments charged by an advertising platform;
(b) approving and funding the advertising budget;
(c) maintaining sufficient funds;
(d) maintaining a valid and current payment method;
(e) checking platform invoices and charges;
(f) paying taxes, transaction fees and currency charges;
(g) maintaining ownership of the advertising account; and
(h) notifying us promptly of billing or payment problems.
10.4 Unless agreed otherwise in writing, advertising expenditure will be paid directly by you to the relevant platform.
10.5 Advertising expenditure does not pass through Tootle Works and does not form part of our management fee.
10.6 We are not responsible for:
(a) declined or expired payment methods;
(b) insufficient funds;
(c) unexpected platform charges;
(d) the advertising budget being exhausted;
(e) an account being suspended or restricted;
(f) advertisements stopping because of a billing problem;
(g) platform billing errors;
(h) changes to platform policies or systems; or
(i) lost leads or reduced performance arising from such matters.
10.7 You authorise us to manage campaigns within the budgets, objectives and parameters approved by you.
10.8 Advertising platforms may treat daily budgets as averages rather than absolute daily spending limits.
10.9 Actual daily expenditure may therefore be higher or lower than the stated daily budget, subject to the platform’s own billing rules.
10.10 We will use reasonable care when managing budgets, but we do not control:
(a) platform billing systems;
(b) advertising auctions;
(c) click prices;
(d) platform algorithms;
(e) spending calculations;
(f) account reviews; or
(g) platform policies.
10.11 You remain responsible for advertising expenditure properly incurred before a campaign is paused or ended.
10.12 We cannot guarantee that advertisements or charges will stop immediately after a pause or cancellation instruction is submitted.
10.13 Instructions to pause, increase or reduce a campaign budget must be made in writing.
10.14 We may suspend advertising management where:
(a) your payment method fails;
(b) you do not maintain sufficient advertising funds;
(c) our invoices are overdue;
(d) the advertising account is restricted;
(e) we do not have the required access; or
(f) you have not provided necessary approvals.
10.15 A suspension under clause 10.14 will not amount to a breach by Tootle Works.
10.16 We do not guarantee:
(a) a particular number of clicks;
(b) a particular cost per click;
(c) a particular number of enquiries;
(d) a particular conversion rate;
(e) sales;
(f) revenue; or
(g) return on advertising spend.
11. SEO and digital marketing services
11.1 SEO and digital marketing performance is affected by matters outside our control, including:
(a) search engine algorithm changes;
(b) competitor activity;
(c) market conditions;
(d) website history;
(e) website authority;
(f) technical limitations;
(g) client approval times;
(h) search demand;
(i) third-party platforms; and
(j) changes made by the client or other suppliers.
11.2 Except where a specific written guarantee applies, we do not guarantee:
(a) a particular ranking;
(b) first-page rankings;
(c) retention of a ranking;
(d) a particular amount of traffic;
(e) enquiries;
(f) sales;
(g) revenue; or
(h) profit.
11.3 Rankings and reported results may vary according to:
(a) location;
(b) device;
(c) search history;
(d) personalisation;
(e) browser;
(f) data source; and
(g) reporting date.
11.4 We may use a combination of:
(a) technical SEO;
(b) content optimisation;
(c) keyword research;
(d) link building;
(e) digital PR;
(f) local SEO;
(g) structured data;
(h) Google Business Profile work;
(i) AI-search optimisation; and
(j) other reasonable marketing techniques.
11.5 We will determine the allocation and timing of individual tasks unless the Proposal states otherwise.
11.6 The absence of a particular task during a given month does not mean that the services have not been provided.
11.7 SEO is an ongoing process, and work completed in one month may be intended to produce results over a longer period.
11.8 Search engines and other platforms may ignore, alter, remove or reverse changes, links, listings and rankings.
11.9 We are not responsible for a search engine, directory or platform:
(a) rejecting content;
(b) removing a listing;
(c) changing a ranking;
(d) suspending an account;
(e) removing a review;
(f) disregarding a link; or
(g) applying a penalty because of historic or third-party activity outside our control.
12. SEO guarantee
12.1 An SEO guarantee applies only where it is expressly included in the Proposal or confirmed by us in writing.
12.2 The guarantee will be measured using the criteria stated in the Proposal or guarantee document.
12.3 Measures may include one or more of:
(a) organic search impressions;
(b) organic search sessions;
(c) agreed keyword ranking movement;
(d) organic clicks;
(e) local search visibility; or
(f) another expressly agreed performance indicator.
12.4 The guarantee does not promise:
(a) a particular ranking position;
(b) a first-page ranking;
(c) a particular number of enquiries;
(d) sales;
(e) revenue;
(f) profitability; or
(g) a particular return on investment.
12.5 An SEO guarantee is a conditional service commitment and does not:
(a) create a fixed-term contract;
(b) prevent the client from terminating the Agreement;
(c) restrict our right to suspend or terminate the Agreement;
(d) require us to continue working where invoices are unpaid; or
(e) require us to continue a relationship where there is good reason to withdraw.
Guarantee conditions
12.6 The guarantee is conditional on the client:
(a) paying all invoices by their due dates;
(b) maintaining an active service without pausing or reducing it;
(c) providing Google Analytics and Google Search Console access where applicable;
(d) providing all other reasonably required access;
(e) maintaining a functioning and accessible website;
(f) not materially changing the website, domain, hosting, tracking or SEO configuration without consulting us;
(g) providing information and approvals within five working days unless otherwise agreed;
(h) implementing agreed recommendations where implementation is the client’s responsibility;
(i) not instructing another SEO provider to make conflicting changes;
(j) complying with these Terms and the Proposal; and
(k) allowing sufficient time for the guarantee measurement period to be completed.
12.7 The guarantee may be suspended, extended or withdrawn where:
(a) an invoice is overdue;
(b) access is removed;
(c) approvals are delayed;
(d) the website is unavailable;
(e) the client pauses or reduces the services;
(f) another supplier makes conflicting changes;
(g) the client breaches the Agreement;
(h) a search engine applies a significant algorithm or policy change;
(i) tracking data is missing, materially inaccurate or unavailable; or
(j) performance is materially affected by circumstances outside our reasonable control.
Guarantee remedy
12.8 The remedy under the guarantee will be the remedy expressly stated in the Proposal.
12.9 Unless the Proposal expressly provides for a refund, the normal remedy will be that we continue providing the relevant SEO management services without charging an additional management fee for an agreed remedial period.
12.10 The guarantee does not cover:
(a) advertising expenditure;
(b) hosting;
(c) website development;
(d) content or photography purchased separately;
(e) software costs;
(f) third-party fees;
(g) VAT; or
(h) any service outside the guaranteed SEO management fee.
12.11 The client must make a guarantee claim in writing within 14 days after the end of the measurement period.
12.12 The claim must provide reasonable details of the basis on which the client believes the guarantee has not been met.
12.13 We will assess the claim using the agreed data sources and measurement criteria.
12.14 Our right to terminate or withdraw from the Agreement applies during an SEO guarantee period.
12.15 Termination of the Agreement will end the guarantee on the termination date.
12.16 Where we terminate without a breach or fault by the client, we will refund any clearly identifiable management fee paid in advance for services due exclusively after the termination date.
12.17 We will not be required to refund:
(a) completed work;
(b) work in progress;
(c) work performed before termination;
(d) advertising expenditure;
(e) reserved resources;
(f) setup fees; or
(g) committed third-party costs.
13. Social media management
13.1 Social media services will be provided in accordance with the package and scope stated in the Proposal.
13.2 Unless expressly included, our services do not include:
(a) responding to every comment or message;
(b) customer service;
(c) crisis management;
(d) community moderation outside normal office hours;
(e) photography;
(f) video production;
(g) influencer fees; or
(h) paid advertising expenditure.
13.3 We may prepare content based on information provided by you and publicly available information about your business.
13.4 You are responsible for confirming the factual accuracy of:
(a) prices;
(b) offers;
(c) dates;
(d) product information;
(e) availability;
(f) legal claims;
(g) accreditations; and
(h) regulated statements.
13.5 Where content has been submitted for approval, it will be treated as approved if you:
(a) expressly approve it;
(b) publish it;
(c) ask us to publish it; or
(d) do not raise an objection within the agreed approval period after being informed that silence will be treated as approval.
13.6 We may refuse to publish content that we reasonably believe is:
(a) unlawful;
(b) misleading;
(c) defamatory;
(d) discriminatory;
(e) infringing;
(f) contrary to platform rules; or
(g) likely to cause serious reputational harm.
13.7 We are not responsible for reduced reach, account restrictions, removed content or other consequences caused by platform decisions outside our control.
14. Website design and development
14.1 Where appropriate, we may use WordPress, Wix or another agreed content management system.
14.2 Website specifications and deliverables will be set out in the Proposal.
14.3 Unless expressly included, website services do not include:
(a) ongoing maintenance;
(b) hosting;
(c) domain registration;
(d) premium software licences;
(e) unlimited revisions;
(f) copywriting;
(g) photography;
(h) legal policies;
(i) accessibility auditing;
(j) regulatory compliance advice; or
(k) ongoing SEO.
14.4 You are responsible for providing content and feedback within agreed timescales.
14.5 Delays caused by you may result in:
(a) the completion date being moved;
(b) the project being rescheduled;
(c) additional fees; or
(d) the project being treated as dormant.
14.6 If no activity or response is received from you for 30 days, we may place the project on hold.
14.7 A restart fee may apply before a dormant project is resumed.
14.8 WordPress, Wix, hosting companies, plugins and other third-party services may experience:
(a) outages;
(b) security issues;
(c) compatibility problems;
(d) updates;
(e) price changes; and
(f) service withdrawal.
14.9 We are not responsible for losses caused solely by a third-party platform or service outside our reasonable control.
14.10 Unless maintenance services are included in the Proposal, you are responsible for maintaining:
(a) the website;
(b) software updates;
(c) security;
(d) backups;
(e) plugins;
(f) hosting; and
(g) licences after completion.
Cancellation of website projects
14.11 Website design and development projects cannot be cancelled without potential cancellation charges.
14.12 Where you request cancellation, we may retain or charge a reasonable amount reflecting:
(a) work completed;
(b) time spent;
(c) resources reserved;
(d) third-party costs;
(e) committed contractor costs; and
(f) losses directly arising from cancellation.
14.13 Any refund will be assessed according to the stage of the project and the work and costs already incurred.
14.14 Where appropriate, the amount retained or charged may include:
(a) 20% of the project fee where cancellation takes place at an early planning stage;
(b) 30% of the project fee where design, content or development work has begun; or
(c) 50% or more of the project fee where substantial work has been completed or delivery is approaching.
14.15 The percentages in clause 14.14 are indicative only. The amount charged will reflect the reasonable value of work, costs and resources already committed.
15. Website testing and acceptance
15.1 We may provide a website, page or deliverable for review before final completion.
15.2 You must notify us of material defects or missing agreed items within 14 days.
15.3 Your notice must provide sufficient detail for us to identify the issue.
15.4 The deliverable will be treated as accepted where:
(a) you approve it in writing;
(b) you begin using it commercially;
(c) you publish or launch it;
(d) you fail to identify a material defect within 14 days; or
(e) you unreasonably delay testing.
15.5 We will correct genuine defects that cause the deliverable not to comply materially with the agreed specification.
15.6 A defect does not include:
(a) a change in preference;
(b) a new feature request;
(c) an issue caused by the client;
(d) an issue caused by another supplier;
(e) a third-party platform change;
(f) browser or device behaviour outside the agreed specification; or
(g) work outside the Proposal.
15.7 Additional work may be charged at our then-current rates.
16. Suspension
16.1 We may suspend all or part of the services immediately where:
(a) an invoice is overdue;
(b) you breach the Agreement;
(c) you fail to provide required access or cooperation;
(d) continuing the work could create legal, regulatory, security or reputational risk;
(e) a platform restricts our ability to work;
(f) you request a pause and we agree to it; or
(g) circumstances outside our control prevent performance.
16.2 We will notify you of a suspension where reasonably practicable.
16.3 Monthly fees will remain payable during a suspension caused by your act, omission or breach.
16.4 Any pause requested by you is subject to our written agreement.
16.5 We are not required to agree to a pause.
16.6 A pause may:
(a) affect campaign performance;
(b) invalidate, suspend or extend a guarantee;
(c) require a restart fee;
(d) affect retained resources; and
(e) alter delivery times.
16.7 A pause is not effective until confirmed by us in writing.
17. Termination
Termination by the client
17.1 The client may terminate a month-to-month Agreement by giving Tootle Works at least 30 days’ written notice.
17.2 Notice must be emailed to hello@tootleworks.com.
17.3 The notice period will begin when the termination notice is received in accordance with clause 28.
17.4 Services and fees will continue throughout the notice period unless we agree otherwise in writing.
17.5 The client remains responsible for:
(a) fees due during the notice period;
(b) services already performed;
(c) work already commissioned;
(d) advertising expenditure;
(e) third-party commitments; and
(f) all other outstanding amounts.
Termination by Tootle Works
17.6 Tootle Works may terminate all or part of the Agreement at any time by giving written notice to the client.
17.7 Tootle Works is not required to provide 30 days’ notice.
17.8 Where reasonably practicable, we may provide a reasonable period of notice to support an orderly conclusion or handover.
17.9 We may terminate immediately where there is a legitimate commercial, operational, legal, professional, financial, security or reputational reason.
17.10 Reasons may include:
(a) a breakdown in the working relationship;
(b) a loss of mutual trust or confidence;
(c) abusive, threatening, discriminatory, harassing or inappropriate conduct;
(d) repeated unreasonable demands;
(e) excessive or disruptive contact;
(f) failure to provide information, access, instructions, approvals or cooperation;
(g) late payment or non-payment;
(h) concerns about the client’s ability to pay;
(i) instructions to undertake unlawful, misleading, unethical or prohibited activity;
(j) a conflict of interest;
(k) a material change in the scope, complexity or risk of the services;
(l) a platform preventing or restricting the services;
(m) concerns regarding fraud, sanctions, money laundering, data protection or security;
(n) a risk of harm to our staff, contractors, business or reputation;
(o) the services no longer being commercially or operationally viable; or
(p) circumstances in which we reasonably consider that continuing the professional relationship would be inappropriate or impractical.
17.11 We may also terminate immediately where:
(a) you commit an irremediable material breach;
(b) you fail to remedy a remediable material breach within 14 days of written notice;
(c) an invoice remains unpaid for 14 days after we notify you that it is overdue;
(d) you become insolvent;
(e) you cease or threaten to cease trading;
(f) we reasonably believe you will be unable to pay amounts due;
(g) continuing the services could expose us or another person to legal or regulatory risk; or
(h) termination is required by law, a regulator or a third-party provider.
17.12 Our termination rights apply even where:
(a) the client is within an SEO guarantee period;
(b) we have permitted payment in arrears;
(c) we previously continued working despite a breach or late payment; or
(d) we did not immediately exercise a right following an earlier event.
17.13 An SEO guarantee does not require us to continue providing services or restrict our right to suspend, withdraw from or terminate the Agreement.
Consequences of termination
17.14 On termination:
(a) all outstanding invoices become immediately payable;
(b) we may issue a final invoice for unbilled work and costs;
(c) the client must pay fees accrued up to the termination date;
(d) fees relating to services already provided are non-refundable;
(e) the client remains responsible for advertising expenditure and committed costs;
(f) we may stop campaigns;
(g) we may remove our access from client accounts;
(h) we may stop hosting or other services subject to reasonable notice where appropriate; and
(i) we may retain deliverables where payment remains outstanding.
17.15 Reasonable handover assistance may be charged at our standard hourly rate.
17.16 Where we terminate without any breach or fault by the client, we will refund clearly identifiable management fees paid in advance that relate exclusively to services due after the termination date.
17.17 No refund will be due for:
(a) completed work;
(b) work in progress;
(c) reserved time or resources;
(d) setup fees;
(e) advertising expenditure;
(f) third-party costs; or
(g) non-refundable commitments.
17.18 Termination or expiry will not affect rights, obligations and liabilities that arose before termination.
18. Intellectual property
18.1 “Intellectual Property Rights” include copyright, trademarks, business names, domain names, design rights, database rights, software rights, trade secrets, confidential information and other intellectual property rights.
18.2 We retain ownership of:
(a) tools;
(b) systems;
(c) processes;
(d) templates;
(e) frameworks;
(f) methods;
(g) code libraries;
(h) know-how;
(i) reporting formats; and
(j) materials developed independently of the client project.
These are our “Pre-Existing Materials”.
18.3 Subject to full payment, we will transfer or license rights in final bespoke deliverables as stated in the Proposal.
18.4 Unless the Proposal states otherwise, ownership of bespoke final deliverables created exclusively for you will transfer after all related invoices have been paid in full.
18.5 Pre-Existing Materials will remain our property.
18.6 Where Pre-Existing Materials form part of a deliverable, we grant you a non-exclusive licence to use them as reasonably required to benefit from the deliverable.
18.7 Until all amounts due have been paid, you may not:
(a) use unpublished deliverables commercially;
(b) transfer deliverables to another supplier;
(c) reproduce our Pre-Existing Materials; or
(d) claim ownership of unpaid work.
18.8 Third-party materials remain subject to the relevant third-party licence.
18.9 You are responsible for complying with third-party licence conditions after delivery.
18.10 You grant us permission to use materials provided by you solely as required to provide the services.
18.11 Unless you object in writing, we may identify you as a client and display non-confidential completed work in:
(a) our portfolio;
(b) case studies;
(c) award entries;
(d) pitches; and
(e) marketing materials.
18.12 We will not publish confidential performance data without permission.
19. Confidentiality
19.1 Each party may receive confidential information from the other.
19.2 Each party agrees to:
(a) keep confidential information secure;
(b) use it only for the purposes of the Agreement; and
(c) disclose it only where reasonably required.
19.3 We may disclose confidential information to:
(a) employees;
(b) contractors;
(c) professional advisers;
(d) technology providers; and
(e) other suppliers involved in providing the services,
provided that they are subject to appropriate confidentiality obligations.
19.4 Confidentiality obligations do not apply to information that:
(a) is already publicly available through no breach of the Agreement;
(b) was lawfully known before disclosure;
(c) is received lawfully from another source;
(d) is independently developed; or
(e) must be disclosed by law, court order or a regulator.
19.5 This clause will continue after the Agreement ends.
20. Data protection
20.1 Each party will comply with applicable UK data protection legislation.
20.2 The parties will act as independent controllers unless the circumstances require a controller-processor relationship.
20.3 Where we process personal data solely on your behalf, we will:
(a) process it only on documented instructions;
(b) take appropriate security measures;
(c) ensure relevant personnel are subject to confidentiality obligations;
(d) assist reasonably with relevant data protection obligations; and
(e) delete or return personal data when reasonably required, subject to legal retention duties.
20.4 We may use suitable third-party service providers to process data where required to provide the services.
20.5 You are responsible for:
(a) having a lawful basis for collecting and using personal data;
(b) providing appropriate privacy information;
(c) obtaining necessary marketing consents;
(d) maintaining compliant cookie and tracking arrangements;
(e) responding to data-subject requests concerning your business; and
(f) ensuring instructions given to us comply with data protection law.
20.6 You will be responsible for reasonable losses and costs we incur as a result of your material breach of this clause, subject to applicable law.
21. Third-party platforms and services
21.1 Our services may depend on third-party platforms, software and suppliers.
21.2 These may include:
(a) Google;
(b) Meta;
(c) Microsoft;
(d) LinkedIn;
(e) TikTok;
(f) Wix;
(g) WordPress;
(h) hosting providers;
(i) email marketing platforms;
(j) analytics providers; and
(k) payment providers.
21.3 You acknowledge that third-party providers may:
(a) change their services;
(b) change their prices;
(c) alter their algorithms;
(d) amend their policies;
(e) restrict an account;
(f) remove content;
(g) experience outages; or
(h) cease providing a service.
21.4 We do not control third-party platforms and are not responsible for their independent decisions or failures.
21.5 Where a third-party change materially affects our ability to provide the services, we may:
(a) adjust our method of delivery;
(b) recommend an alternative;
(c) charge for additional work;
(d) suspend the affected service; or
(e) terminate the affected service.
21.6 You are responsible for complying with the terms and policies of accounts owned or operated by you.
22. Accounts, access and security
22.1 Wherever reasonably possible, advertising, analytics, website and social media accounts should be owned by the client.
22.2 You must maintain secure login credentials and use multi-factor authentication where available.
22.3 You must notify us promptly if you suspect unauthorised access.
22.4 You authorise us to access relevant accounts for the purposes of providing the services.
22.5 You must not remove or restrict required access without notifying us.
22.6 We are not responsible for losses caused by:
(a) insecure credentials supplied by you;
(b) unauthorised access not caused by our breach;
(c) a failure by you to maintain security;
(d) a third-party cyberattack; or
(e) access granted by you to another supplier.
22.7 On termination, we may remove our users, integrations and access from your accounts.
23. No professional advice
23.1 Our services are marketing, creative, technical and commercial services.
23.2 We do not provide:
(a) legal advice;
(b) tax advice;
(c) accounting advice;
(d) regulated financial advice;
(e) medical advice; or
(f) compliance certification.
23.3 You are responsible for obtaining independent professional advice where required.
23.4 You are responsible for checking that your:
(a) advertising;
(b) website;
(c) privacy information;
(d) offers;
(e) claims;
(f) terms;
(g) promotions; and
(h) business activities
comply with applicable laws and industry requirements.
24. Limitations of liability
24.1 Nothing in the Agreement excludes or limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct; or
(d) any liability that cannot lawfully be excluded or limited.
24.2 Subject to clause 24.1, we will not be liable for:
(a) indirect loss;
(b) consequential loss;
(c) loss of profit;
(d) loss of revenue;
(e) loss of anticipated savings;
(f) loss of opportunity;
(g) loss of goodwill;
(h) loss of business;
(i) loss of contracts;
(j) loss or corruption of data; or
(k) reputational damage.
24.3 We are not liable for losses caused by:
(a) information or instructions provided by you;
(b) delays or failures by you;
(c) third-party platforms;
(d) algorithm changes;
(e) advertising-platform decisions;
(f) events outside our control;
(g) changes made by another supplier;
(h) your failure to follow our recommendations; or
(i) your breach of the Agreement.
24.4 Subject to clause 24.1, our total aggregate liability arising out of or relating to the Agreement will not exceed the greater of:
(a) the fees paid or payable to us during the six months immediately preceding the event giving rise to the claim; or
(b) £5,000.
24.5 The limitations in this clause apply to liability arising in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise.
24.6 You must take reasonable steps to reduce or avoid any loss.
24.7 You must notify us of a potential claim promptly after becoming aware of it.
24.8 Nothing in this clause relieves either party of its obligation to pay amounts properly due under the Agreement.
25. Client indemnities
25.1 You will indemnify us against reasonable losses, liabilities, claims and costs arising from:
(a) materials supplied by you infringing third-party rights;
(b) unlawful or misleading information supplied by you;
(c) your breach of data protection law;
(d) your failure to obtain necessary permissions;
(e) your misuse of deliverables; or
(f) your material breach of the Agreement.
25.2 We will notify you promptly of a relevant third-party claim and allow you reasonable involvement in its defence.
25.3 This clause does not require you to indemnify us for losses caused solely by our negligence, fraud or wilful misconduct.
26. Events outside our control
26.1 Neither party will be liable for delay or failure caused by an event outside its reasonable control.
26.2 Such events may include:
(a) natural disasters;
(b) fire;
(c) flood;
(d) severe weather;
(e) war;
(f) terrorism;
(g) civil unrest;
(h) industrial action;
(i) utility failure;
(j) internet failure;
(k) cyberattack;
(l) illness or incapacity;
(m) government action;
(n) regulatory changes;
(o) platform outages;
(p) supplier failure; and
(q) interruption of essential technology.
26.3 The affected party will take reasonable steps to reduce the effect of the event.
26.4 Where the event continues for more than 30 days, either party may terminate the affected services by written notice.
26.5 Fees for services already performed and costs already incurred will remain payable.
27. Complaints and disputes
27.1 If you are dissatisfied with the services, you must notify us in writing and provide reasonable details.
27.2 You must give us a reasonable opportunity to investigate and, where appropriate, remedy the issue.
27.3 A complaint does not entitle you to withhold undisputed payments.
27.4 The parties will attempt in good faith to resolve disputes through discussion.
27.5 Before beginning court proceedings, either party may propose mediation or another form of alternative dispute resolution.
27.6 Nothing in this clause prevents either party from seeking urgent injunctive relief or taking action to recover an undisputed debt.
28. Notices
28.1 Formal notices under the Agreement must be made in writing.
28.2 Notices to Tootle Works may be sent by email to:
28.3 Notices may also be sent to our registered office:
Tootle Works Ltd
Dragon Coworking
7–8 New Road Avenue
Chatham
Kent
ME4 6BB
28.4 The registered office is an appointment-only location. Sending or delivering a notice does not create an appointment or require a representative of Tootle Works to meet the sender.
28.5 Notices to the client may be sent to the most recent postal or email address provided by the client.
28.6 An email notice will be treated as received:
(a) on the same working day if sent before 5:00pm; or
(b) on the next working day if sent after 5:00pm or on a weekend or public holiday.
28.7 A notice sent by post will be treated as received two working days after posting, provided it was properly addressed and postage was paid.
28.8 This clause does not apply to the formal service of court proceedings or other documents where different legal service requirements apply.
29. General provisions
29.1 Assignment: We may assign, transfer or subcontract our rights and obligations under the Agreement. You may not transfer the Agreement without our written consent.
29.2 Subcontracting: We may appoint subcontractors while remaining responsible for managing the agreed services.
29.3 No partnership: Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency relationship between the parties.
29.4 Third-party rights: A person who is not a party to the Agreement will have no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
29.5 Entire agreement: The Agreement contains the entire agreement between the parties relating to its subject matter.
29.6 Reliance: Each party confirms that it has not relied on a statement that is not included in the Agreement, except that nothing excludes liability for fraud.
29.7 Waiver: A failure or delay in enforcing a right will not amount to a waiver of that right.
29.8 Severance: If any provision is found to be unlawful or unenforceable, the remaining provisions will continue in force.
29.9 Variation: No variation will be binding unless agreed in writing by an authorised representative of each party.
29.10 Set-off: We may set off an amount we owe you against an amount you owe us. You may not make a deduction or set-off except where required by law.
29.11 Continuing provisions: Provisions intended to continue after termination, including payment, confidentiality, intellectual property, liability and data protection provisions, will remain in force.
30. Governing law and jurisdiction
30.1 The Agreement and any dispute or claim arising from it will be governed by the laws of England and Wales.
30.2 The courts of England and Wales will have exclusive jurisdiction over disputes arising from or connected with the Agreement.
31. Contact details
Contractual correspondence, cancellation requests and general notices should be sent to:
Tootle Works Ltd
Dragon Coworking
7–8 New Road Avenue
Chatham
Kent
ME4 6BB
Email: hello@tootleworks.com
31.1 The address above is the registered office and correspondence address of Tootle Works Ltd.
31.2 It is not a public-facing office, shop or walk-in customer service location.
31.3 All visits are strictly by prior appointment confirmed by Tootle Works in writing.
31.4 Clients, prospective clients, suppliers and other visitors must not attend without a confirmed appointment.
31.5 Sending correspondence or delivering documents to the address does not create an appointment or require a representative of Tootle Works to be available to meet the sender.
31.6 The client’s contact details will be those stated in the Proposal or most recently provided to us in writing.